Edgar Filing: PHOENIX TECHNOLOGIES LTD

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ramius LLC

2. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [PTEC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

599 LEXINGTON AVE., 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2010

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾								683,265 ⁽³⁾	I	By Ramius Navigation Master Fund Ltd ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾								1,938,814 ⁽⁵⁾	I	By RCG PB, Ltd ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾								2,481,421	I	By Ramius Value & Opportunity Master ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ramius LLC 599 LEXINGTON AVE. 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS ADVISORS LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RCG PB, Ltd C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS ENTERPRISE MASTER FUND LTD C/O CITCO FUND SERVICES REGATA OFFICE PARK, WINDWARD 1 GRAND CAYMAN		X
RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
Ramius Navigation Master Fund Ltd C/O CITCO FUND SERVICES REGATA OFFICE PARK, WINDWARD 1 GRAND CAYMAN		X

Signatures

By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: RCG PB, Ltd; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date
By: Ramius Navigation Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory		05/04/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.
(2)	Each Reporting Person (other than Ramius Value and Opportunity Master Fund Ltd, Ramius Navigation Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
(3)	Ramius Enterprise Master Fund Ltd (Enterprise Master Fund) transferred shares of Common Stock held by it to Ramius Navigation Master Fund Ltd (Navigation Master Fund) in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 or otherwise.
(4)	Shares of Common Stock beneficially owned by Navigation Master Fund. Enterprise Master Fund, as the sole shareholder of Navigation Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Navigation Master Fund. Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Navigation Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Navigation Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Navigation Master Fund.
(5)	Navigation Master Fund transferred shares of Common Stock held by it to RCG PB, Ltd (RCG PB) in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16a-13 or otherwise.
(6)	Shares of Common Stock beneficially owned by RCG PB. Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.
(7)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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